After sending a young Reed Richards back to his home reality with the last human survivors, Magneto stays behind to destroy the inter-dimensional portal.[2] He succeeds, assuring that the zombies remain trapped in their home reality... but also that he is trapped with them.

In the ruins of the Baxter Building, Magneto finds himself surrounded by a horde of zombified heroes including Spider-Man, Colonel America, Thor, Daredevil, Moon Knight, Giant Man, Luke Cage, Angel, and Wolverine. The zombified heroes try to talk Magneto into surrendering. Spider-Man tells him the fight is hopeless and Daredevil adds that it's clear he's about to pass out. Colonel America offers a painless death, but Wolverine says he's been waiting too long to take a piece out of Magneto to let him die without a fight. Magneto assures him there's plenty of fight left in him—especially when he's surrounded by tons of metal from the Baxter Building. Lifting girders, bolts, and fixtures from the wreckage, Magneto unleashes a devastating volley of metal. The attack sends metal flying through most of the zombie, and seems to take out Shang Chi, Cyclops, and Nighthawk. Daredevil takes a girder through the chest, leaving a large gaping hole.

As Magneto flies from the upper stories of the building (where the laboratory had been), Colonel America and Spider-Man leap after him. Unfortunately for them, Spider-Man just then ran out of webbing, and Magneto uses the Colonel's own shield to slice through his skull. The two crash to the ground, breaking Spider-Man's leg in half. The Colonel is even worse for the experience, having lost his cranium and with his decaying brains exposed. The Colonel vows "if we catch him—when we catch him—I get double rations!" Meanwhile, an exhausted Magneto sets down on a not too-distant rooftop. Shield in-hand, he manages to climb down a fire escape before collapsing in an alley.

From the shadows, Magneto looks on. Angel, Thor, and probably others are watching the skies for him, meaning he will have to walk. As he plans out his next move, he is surprised by the beeping of his wrist-mounted communicator. Sure enough, twelve of the Acolytes survived the attack and Asteroid M is still intact and operational. Finally, Magneto has some hope but refuses a shuttle, saying he will find his own way up... somehow. He puts the Acolytes on radio silence until further notice, and heads for the sewers.

No sooner has he begun to lift a nearby manhole cover than he's spotted by Hawkeye. Hawkeye manages to get off a shot, but Magneto deflects it with the Colonel's shield. The shield keeps flying, decapitating Hawkeye, but Magneto still takes the arrow in his side. Finally catching up, the Colonel arrives and retrieves his shield. Magneto uses the shield to toss the Colonel aside, but more zombies are fast on his heels. Thor, Daredevil, Giant Man, and Spider-Man (now riding Giant Man), arrive, and again tell his to just give up. Magneto's response is to launch the arrow in his side (with its metal head) straight through Thor's throat. Again Magneto uses every nearby scrap of metal as a weapon: car doors, girders, and even the entire skeleton of a building. "I think it's safe to say you idiots underestimated me! What made you think I'm an easy target?! I'm the Master of Magnetism and we're surrounded by steel and concrete! I'll outlive you all. Did you really think you could defeat me?!"

As the flittering Wasp returns to her normal shape just long enough to take a huge bite out of Magneto's neck, Pym responds, "Yes, I thought it was a pretty safe bet."

Wasp flies off with her bites, which could last her days if she shrinks down. Magnus is still fighting when Thor rushes through and grabs him by the cape. He is challenged by the Hulk, who demands Magneto for himself. Hulk manages to rip off a leg while the other zombies swarm over Magneto and tear him apart. Pym tells Hulk he can keep the whole leg, but if he does not want a fight he better leave the rest. Hulk agrees.

After devouring Magneto, the zombified heroes just sit around. The hunger lessens now, and they are more lucid. Thor remains hungry, but the Hulk has returned to the form of Bruce Banner (whose body is having trouble accommodating all the flesh the Hulk ate). Spider-Man thanks whoever tossed a piece back to him during the frenzy, but Pym promises him it was just a lucky accident that he got any. He also wonders, "I don't suppose any of you doctors here would be able to tell me if you think my leg is going to heal, would you?" Banner and Pym are unsure; Banner is not even sure he is digesting what he has eaten (or would be had his stomach not burst). Pym notes that they certainly feel no pain, and Daredevil reminds them that he does not even have a heart anymore. Wolverine has the final word on the matter: "My healing factor ain't doing squat... we're dead, but we're not dying. Simple as that—and I ain't no doctor." Pym speculates that as long as their brains are intact they can function, despite missing organs, limbs, and decomposing.

As Colonel America walks up—half of his brains exposed and the other half of them in his hands—he suggests they rethink the brain theory. Banner says that proves nothing and it all depends on what part of the brain the Colonel lost. Now if they found Hawkeye's head.... Spider-Man finally snaps, sick of the morbidity of what they have become. When he remembers how he ate his wife and aunt, he declares that all he wants to do is die. Pym reminds him that they all ate someone they cared about. Besides, they remain lucid only so long after eating, and they must make the most of that time. Banner in turn interrupts him, worried that a bone is about to rip through his gut. He begs anyone to make him angry enough to become the Hulk (and Thor, without hesitating, hits him in the face with his make-shift "hammer"), but is unable to due to his inability to feel pain.

While the others are distracted by the disgusting spectacle, Cage turns away and catches a glimpse of something fly by. Alerting the others, they eventually spot it again, as it passes overhead... the Silver Surfer!

Trivia

Many heroes are wearing older versions of their costumes (for example, Luke Cage is wearing the yellow silk shirt and chains he wore as "Power Man", Falcon wears a yellow and red costume, and Cyclops wears his old blue bodysuit with yellow visor, gloves, and boots). This, plus some events in the series, suggests that Earth-2149 is slightly time-shifted towards the past relative to the more familiar Earth-616. Also, in several cases, the use of older costumes (such as Falcon's) in this issue actually contradicts the use of modern costumes in the Ultimate Fantastic Four issues (which are chronologically as having happened only minutes before).

Thor is shown wielding a makeshift "hammer": some sort of metal pole with attached concrete that has been pulled from the sidewalk. The implication is, even though he retains his godly powers, he is now unworthy to wield Mjolnir.